Terms & Conditions

  1. Definitions
  2. Applicability
  3. Conclusion of and amendment to the Agreement
  4. Prices, invoicing and payment
  5. Delivery of goods
  6. Ownership and risk
  7. Packaging
  8. Transport
  9. Performance of work and provision of services
  10. Additional work and cancelled work
  11. Second-line suppliers, subcontractors and other third parties
  12. Performance schedule, progress reports, supervision and collaboration
  13. Auxiliary materials and information
  14. Inspection
  15. Guarantee
  16. Confidentiality
  17. Dissolution
  18. Amendments to the General Terms and Conditions of Purchase
  19. Applicable law and competent court
  1. Definitions

In these Terms and Conditions of Purchase the terms listed below have the following meaning :

CTP : Champion Trophy Products and/or companies affiliated with it;


Supplier : a party that supplies goods to Champion Trophy Products, performs service and/or works for it or has agreed with CTP to do so, or a party to which CTP has granted another kind of assignment ;

Agreement : any and all agreements between CTP and a Supplier with respect to the purchase of goods by CTP and/or the performance of work and provision of services by Supplier, in addition to any and all acts (including legal acts) that are related to the foregoing ;

Site : CTP’s warehouse

  • Applicability

    These General Terms and Conditions of Purchase govern any and all applications, offers,    quotations, assignments, purchase orders (IKC’s), order confirmations, Agreements and other legal acts in respect of the goods to be delivered, services to be performed, assignments to be carried out and other work to be performed by Supplier or CTP.


   Any derogations from and/or supplement to these General Terms and Conditions of Purchase may be
   agreed only in writing and in explicit terms.

   Any general terms and conditions of Supplier, however they may be named, explicitly do not apply.

In the event that the content of the Agreement deviates from the content of these General Terms                and Conditions of Purchase, the content of the Agreement will prevail.


3.  Conclusion of and amendment to the Agreement         

    
Offers, quotations, etc. that originate from Supplier are irrevocable unless it unequivocally appears

   from the offer, quotation, etc. that it is free of engagement.

   An Agreement will be concluded between CTP and Supplier only if CTP has explicitly accepted an

   assignment, offer or quotation from Supplier in writing or has sent a written confirmation in that

   respect. In these General Terms and Conditions of Purchase, ‘written’ or ‘in writing’ is taken to mean

   any form of communication via post, e-mail or other form of electronic data traffic.

   Supplier must provide or confirm any and all notifications with respect to the Agreement in writing,

   stating CTP’s full company name, the order number (IKC), the total price for the deliveries and the

   destination as indicated in the order in question. An oral order or assignment will not be binding on

   CTP, except insofar as CTP has confirmed the oral order or assignment in writing.

   Any and all costs related to drawing up an offer or quotation etc. will be paid by Supplier.


4.         Prices, invoicing and payment

(a)Unless CTP and Supplier have agreed otherwise in writing, all the agreed prices (FOB) are inclusive of transport to the delivery address indicated by CTP, including agreed proper packaging and including any other additional costs or levies imposed by third parties or otherwise.

(b) In the event that Supplier exercises any power to increase prices that has been agreed or that is     granted to it pursuant to any legal provision, CTP will be authorized to dissolve the Agreement (including these General Terms and Conditions of Purchase) without any notice of default being required and without owing any compensation in that context. Supplier will not be entitled to invoke any power to increase prices that has been agreed or that is granted to it pursuant to any legal provision, in respect of orders that have already been placed.

(c) Supplier must send invoices to CTP in a single copy made out in USD, unless the parties have agreed otherwise in writing, to CTP’s postal address / email. In its invoices Supplier must indicate:

  • Suppliers name / address
  • Invoice number
  • Date of the invoice
  • All IKC numbers
  • Container / LCL number
  • Date of loading
  • From (port) and To (destination)
  • Country of origin
  • Terms of delivery

In the invoice per IKC number the Supplier must indicate:

  • Cartons per article number
  • Article number
  • Description
  • Size
  • Color
  • Statistic code per article number
  • Total quantity per article number
  • Unit price per article number
  • Total amount (currency) per article number

In the footer the Supplier must indicate:

  • Suppliers payment information
  • Stamp supplier
  • Signature supplier


Any invoices that are not in compliance with the foregoing requirements will not be handled and will be returned to Supplier.

(d) In the event of the delivery of goods, an invoice must be submitted within two (2) days after the delivery. In the event of an assignment at a fixed price, Supplier must submit an invoice within two (2) weeks after the completion of the work and/or provision of the services, in accordance with Article 4(c) of these General Terms and Conditions of Purchase. In the event of work on a cost-plus basis, the invoices must be submitted on the basis of the agreed cost-plus, daily statements or weekly statements within two (2) weeks after the work has been performed.

(e) Payment must be made net within 60 days after date of invoice, unless the parties have agreed otherwise in writing, on the understanding that the goods that have been delivered and/or the services that have been provided and/or the work that has been performed have been approved, and after receipt of any and all related documentation, including the correctly addressed and complete invoice.

(f) In the event that Supplier fails to comply with any obligation pursuant to the Agreement or these General Terms and Conditions of Purchase, or fails to do so in full, CTP will be entitled to suspend the payment obligation towards Supplier.

(g) CTP is entitled at all times to set off Supplier’s claims against claims that it has against Supplier, on any grounds whatsoever.

(h) Payment made by  CTP does not imply any waiver of rights whatsoever.

(i) CTP does not accept any price increase in the period of 1st May till the following 30th April of the following year.

5.         Delivery of goods

(a)Goods must be delivered in the manner and at the place and time indicated in the Agreement, order, assignment of these General Terms and Conditions of Purchase. In the event that no agreements have been made in that respect, delivery must be made to Champion Trophy Products warehouse in the Netherlands. (FOB) Delivery is also taken to include the delivery of all related documentation.

(b) In the event that Supplier wishes to deliver in parts, Supplier must notify CTP in that respect in writing, stating the correct dates of the deliveries. Deliveries in parts will be permitted only if Supplier has received written permission to do so from CTP. If permission has been granted to deliver in parts, ‘delivery’ will also be taken to mean a partial delivery for the purposes of the application of this Article (5).

(c)Supplier will be in default if it exceeds an agreed term in respect of all or part of the delivery.

(d) Without prejudice to CTP’s right to claim compensation of any damage that it sustains, after the first 2 weeks, by which the term for delivery (finished date) is exceeded supplier will guarantee to ship, at their expenses, these goods by air, unless it is established that the cause of the term of delivery being exceeded was not at Supplier’s risk.


(e) A deviation in quantity is only accepted if this has been explicitly agreed upon in writing by both parties.

(f) Unless the parties have agreed otherwise, the most recent version of the Incoterms as laid down by the International Chamber of Commerce (including the most recent addendums) will govern the delivery of goods.

(g) Supplier will be obliged, if so requested by CTP, to draw up a production planning (Production Report – Weekly Order Report))  or a progress schedule with respect to the goods to be delivered by Supplier and to send it to CTP on a periodic basis. The progress of the work per different production site, and the ready date and delivery (ETD) must be indicated in the production planning or progress schedule.

(h) If Supplier is of the opinion that it will not be able to comply with its obligations (including its obligation to deliver) or will not be able to do so properly and in a timely manner, it must immediately notify CTP in that respect, stating the actual circumstances that impede timely or proper compliance. This provision also applies in the event that the cause is attributable to CTP. Supplier must inform CTP at least two (2) weeks ahead.


(i) In the event that Supplier fails to provide CTP with the notification stipulated in subsection (h) of this Article (5), Supplier will forfeit any and all rights that Supplier would have been able to invoke in connection with the circumstances referred to in subsection (h) of this Article (5). This provision also applies in the event that CTP was aware or should have been aware of the circumstances in question.

6.         Ownership and risk

(a) The ownership and risk in respect of goods will be transferred from Supplier to CTP at the time at which the goods have arrived at the CTP Warehouse or when payment to Supplier has been made.


(b) Supplier guarantees that CTP will obtain the unencumbered ownership of those goods.


(c) Supplier hereby waives any and all rights and powers vested in it on the grounds of a right of retention or a right of recovery, with respect to the goods that are delivered.

(d) The ownership of the moulds are at all times CTP’s, once payment has been done by CTP, and therefor can always be collected by CTP.

7.         Packaging

(a) Supplier will package the goods at its own expense with due observance of the requirements stipulated by CTP or by virtue of the law, and in a manner that is appropriate for the goods in question, so that they reach their destination undamaged and in good condition. Supplier is liable for any damage that is caused by insufficient or inadequate packaging.

(b) Supplier must include a packing list (see Packing List instruction) in every delivery, indicating:

In the header ;

  •          Suppliers name / address
  • Invoice number
  • Date of the invoice
  • All IKC numbers
  • Container / LCL number
  • Date of loading
  • From (port) and To (destination)
  • Country of origin
  • Terms of delivery

In the packinglist per IKC number ;

  •         Total quantity per article number
  • Pcs per box (STP)
  • Cartons per article number
  • Description
  • Size
  • Color
  • Nett weight per article number
  • Gross weight per article number
  • CBM per article number

In the footer ;

  • Total Nett weight
  • Total Gross weight article
  • Total CBM
  • Stamp supplier
  • Signature supplier

c) Labels need to be added as per the described label instruction.

d) Suppliers name/address/article number may not be mentioned on any packing and product.

8.         Transport

(a) CTP will arrange transport and communicate this with Supplier. Supplier will book the shipment in cooperation with CTP.

(b) container booking will be made 2 weeks before the ready date of the order/shipment at the indicated shipping company by CTP.

(c) In case air shipment is requested, Supplier will inform CTP the costs, CTP will confirm ahead before air shipment can be booked by Supplier.

9.         Performance of work and provision of services

(a) The work must be performed and the services must be provided in the manner indicated in the Agreement, order (IKC), assignment or these General Terms and Conditions of Purchase.

(b) Supplier is obliged to warn CTP with respect to any errors in the assignment at the time at which the Agreement is entered into or performed. This provision also applies in the event of defects and unsuitability of items or factors originating from CTP, including errors or defects in the moulds, calculations, ETD’s, contract documents or implementing provisions provided by CTP. In the event that Supplier fails to comply with its obligation to warn within the meaning of subsection, Supplier will be liable for any and all damage that CTP or third parties sustain as a result.

(c) The performance of work or the provision of services or a work will be deemed to have been completed at the moment at which CTP has confirmed in writing that the work and/or services in question have been performed or provided or have been approved. Supplier will not be entitled to derive any right whatsoever from such a confirmation or approval, and as a result the confirmation or approval will not impede (by way of an example) CTPs ability to exercise its rights on the ground of a.o., a breach on the part of Supplier

(d) Supplier will not be entitled to suspend the performance of work or the provision of services in the event that  Champion Trophy Products commits a breach in respect of its compliance with one or more of its obligations.

(e) The parts and/or components of a work to be manufactured by Supplier for the benefit of CTP, and the goods supplied by third parties to Supplier or CTP in this context, will become the property of CTP as soon as they have arrived at the warehouse or when they arrive at CTP’s assembly or storage site in the event that that site is located outside the warehouse, unless (i) the parties have agreed otherwise or (ii) the parts or components have been rejected before, during or after their arrival at the Sites or the assembly or storage site, on the ground of Article 14 of these General Terms and Conditions of Purchase.

(f) Supplier’s processing or treatment of the parts and/or components and of goods that have been made available by CTP or by third parties, referred to in subsection (e) will be deemed to take place on behalf of and for CTP.

(g) Supplier undertakes to provide CTP with an opportunity, immediately after CTP has requested it to do so, to once again take possession, as the owner, of the materials and/or parts referred to in subsection (e), even if that would be to the detriment of any new goods that would be created as a result, and/or to ensure that the aforesaid third party or parties provide statements to the satisfaction of CTP with respect to the preservation of CTP’s ownership right.

(h) Supplier will bear the risk related to the work, in whatever state of completion it may be, and the risk related to the auxiliary materials that CTP makes available, including the goods referred to in Article 9(e), until the time at which the work has been completed in accordance with the provisions contained in Article 9(c).

(i)CTP will perform a Vendorrating twice a year to monitor and evaluate the performance of the Supplier based on the following values ;

  • Factory view
  • Price
  • Delivery times
  • Communication
  • Pro active attitude
  • Quality Control
  • Quality Assurance
  • Innovation

This will be discussed with the Supplier and arrangements will be made to improve performance, where needed.

10.       Additional Work and cancelled work

(a)Supplier will be obliged to immediately notify CTP in the event that Supplier is of the opinion that the nature and/or scope of the work must be changed and that change would lead to circumstances that would increase/decrease the costs. CTP will not be obliged to pay any price increase in the event that Supplier has failed to comply with its obligation to warn within the meaning of this subsection

(b) Any additional work and/or other deviations from the assignment that CTP has granted to Supplier will be performed, even if it relates to a cutback or improvement, only after Supplier has been instructed to do so in writing by authorized representative of CTP.

(c) Supplier must submit a separate offer at a fixed price of any supplemental work that CTP has requested Supplier to perform before or during the performance of work and/or provision of services.

11.       Second-line suppliers, subcontractors and other third parties

(a) Supplier is responsible and takes care of the second-line suppliers, subcontractors and/or other third parties (and their personnel) that are engaged in connection with the work to be performed and/or services to be provided. Supplier’s choice to engage second-line suppliers, subcontractors and/or other third parties (and their personnel) is subject to CTP’s prior approval. However, such approval will not relieve Supplier in any manner whatsoever from its liability for the proper and timely compliance with its obligations on the ground of the Agreement and the obligations of the second-line suppliers, subcontractors and/or other third parties (and their personnel) that are engaged by Supplier.

(b) These General Terms and Conditions of Purchase apply mutatis mutandis with respect to second-line suppliers, subcontractors and third parties that Supplier engages. Supplier must give notice in this respect to such second-line suppliers, subcontractors and/or other third parties in a correct and timely manner and in full.

(c) If CTP wishes to do so, Supplier will send CTP copies of assignments, agreements, etc. with second-line suppliers, subcontractors and/or other third parties in triplicate (possibly omitting the prices) within a term of fourteen (14) days after such orders have been placed.

12.       Performance schedule, progress reports, supervision and collaboration

(a)If CTP requests to do so, Supplier will be obliged to submit a performance schedule and or assembly plan to CTP as quickly as possible, with respect to the work to be performed and/or the services to be provided at CTP which performance schedule or assembly plan will include :

(i)      Weekly Order Report
(ii)     Inventory Statisctics
(iii)     Production Planning Process (each process)

(IV)    Production Overview
(V)     Planning New Items Sheet

(b) Supplier must permit other work to be performed on or near the work, and must ensure that such work is not obstructed or hindered by the performance of its work. Supplier must ensure that CTP’s business operations are not disrupted or harmed as a result of the performance of the work.

13.       Auxillary materials and information

(a)Any and all auxiliary materials, including but not limited to drawings, models (including pouring models), moulds, dies, and equipment and tools that CTP makes available to Supplier for the performance of the Agreement or that Supplier purchases at CTP’s expense will be the property of CTP and CTP will be entitled to claim them at any time. Supplier will administer, use and maintain all those auxiliary materials in good condition at its own risk and expense. The auxiliary materials that CTP makes available to Supplier for the performance of the Agreement, order and/or assignment must be stored separately and recognisably as the property of CTP and may not be removed from the warehouses ‘and/or storage and assembly sites in the event that they are located outside the warehouses be added without CTP’s written permission.

(b) In the event that a pouring model is sent to Supplier, Supplier must inspect it upon receipt, on the basis of the drawing.

(c) Supplier may not use the auxiliary materials referred to in subsection (a) of this Article (13) for, or allow them to be used by, third parties unless it has been authorised to do so by CTP in writing.

(d) Any and all drawings and other information that are required to assemble, use, maintain and repair the goods/items supplied by Supplier must be sent to CTP as quickly as possible in duplicate or in the quantity indicated in the Agreement.

(e) The information, drawings, etc. referred to in subsections (a) & (d)of this Article (13) will be the property of CTP.


14.      Quality and  Inspection

(a) At all times CTP will be entitled to have the goods that have been delivered and/or the goods that will be delivered in the future subjected to an interim or final inspection (AQL), among other things with respect to:

(i)      the quality and the correct application of the materials used; and/or
(ii)     the performance and progress in the factories and workplaces of Supplier and/or the

         second-line suppliers, subcontractors and/or other third parties engaged by Supplier.

(b) CTP will also be entitled to perform an interim inspection (or to have such inspection performed – AQL) to determine wheter a work or services that have been or will be provided, and/or work that has been or will be performed, have been and/or will be provided and/or performed in accordance with the Agreement and these General Terms and Conditions of Purchase.

(c) Supplier will be obliged to fully cooperate with the interim and/or final inspections referred to in subsections (a) and (b) of this Article (14)

(d) CTP will notify Supplier in the event of an interim or definitive rejection, and CTP will decide whether Supplier:

(i)      must repair or replace the goods that have been rejected, or supplement whatever is missing, within a term to be stipulated by CTP until the agreed requirements have been met; and/or

(ii)     perform the work and/or provide the services so that it/they are in accordance with the Agreement and/or these General Terms and Conditions of Purchase within a term to be stipulated by CTP.

(e) Insofar as Supplier fails to comply with its obligations in accordance with the preceding subsection (d), CTP will be entitled to perform the acts referred to in that subsection (or to have them performed) at Supplier’s risk and expense. CTP will notify Supplier in that respect.

Metallised and/or lacquered products

1. Validity of the terms and conditions

The Quality Terms are fully applicable to all deliveries of metallised and/or lacquered products, from the date it is signed by CTP and the Supplier.

2. Quality terms raw-materials

CTP must be fully informed by the supplier about the used materials and additives of the raw material.

Customer is responsible for the appropriateness of the used materials.

The quality of the raw materials supplied by the supplier is – and always will be the responsibility of the  supplier. The supplier is responsible for supplying products with a perfect smooth surface, free of:

  • Dust
  • Damages
  • Deformations
  • Points, matt spots, scratches etc.
  • Any traces of grease
  • Any traces of silicones
  • Injection moulding threads
  • Injection moulding debris

Points above also apply to the quality of the packing material used.

Supplier is aware of the fact that injection moulding lines and/or marks, points, scratches and stripes visible in the raw materials, will also be visible after metallising/lacquering.


CTP can not be held responsible for any defaults after metallising or lacquering that originates – and/or are caused by the quality of the raw materials.

The supplier is responsible for the control of the raw materials before supplying it to CTP.

3. Standard procedure New Development Items

A Planning New Items sheet will be provided by CTP and this will be communicated with Supplier to monitor the development of new items.


4. Engineering or process changes

If supplier or the injection moulder performs any changes in their production process of the raw materials, CTP must be informed. Minor changes in injection moulding processes can have big consequences after metallising and or lacquering. If changes in the injection moulding process or the used materials have been made, and it leads to a rejection, CTP will and can not be held responsible.


5. Norms of control methods

Every production will be checked during production and again before sending to the customer. After production a random sample check will be applied according to the military standard (AQL). Unless otherwise specified by CTP.

6. Acceptable Quality Level (AQL)

The terms and conditions of an acceptable level of quality is provided by the military standard test procedure. It provides the following :

  1. A sampling plan.
  •  The number of samples to check according to the size of the production. Important note: Same amount of samples must be taken out of every box in order to gain a realistic overview of the production.
  • The criteria of acceptance and rejection for this statistical quality control.
  • It specifies the limits of the allowed amounts of defective products in the production
  • The AQL value.
  • Each class of defect corresponds to an AQL value. Standard quality level used at Champion is set on Level 2 except for minor defects which is set on Level 1 :
  • Critical:      AQL 0,65
    • Major:        AQL 1,5
    • Minor:        AQL 6,5

 A QC Manual (detailed description) will be provided by CTP upon production.

7. Defective articles

A defective article is an article displaying one or more defects. If an article displays several defects in different classes, it is ranked in the class of the most serious defect. Acceptance or rejection criteria are specified according to the number of defective articles and not according to the total number of defects observed on the products.

8. Classification of defects

Critical defect:              a defect that, in experience is likely to:

  • Prevent usage of the article for the purpose for which it is designed.
  • Lead to risk of accidents to staff in the customers factory or to the end user.
  • Cause major and repeated damage to the equipment receiving the article.

Major defect:               a defect which without being critical risks:

  • Causing a failure.
  • Significantly reducing the usability or significantly reducing the commercial value of the product.

*          As a general rule, a major defect is clearly visible “at arms length”.

Minor defect:                a defect which:

  • Slightly diminishes the commercial value of the product.
  • Slightly reduces the usability of the product.
  • Slightly differs from established norms, but does not have appreciable consequences for the use of the product.

*          As a general rule, a minor defect is not visible “at arms length”.

9. Fault boards

In order to classify aesthetic defects into major and minor, it is necessary to make a “Fault Board” (range board of defects). These range boards should be made by the supplier.

10. Color boards

In order to classify the acceptable limits of coloring, it’s necessary to have a “Color Board” (Range of color variation). These boards will be supplied by supplier along with the pré-serie. When approved, Champion needs to have at least two signed copy returned by the supplier.

Without a signed Color Board,  supplier can and will not start a production.

11. Rejection, processing a claim

A production is considered rejected if the number of defective products found in a random check is higher than the acceptable limit specified in the AQL.

CTP can under all circumstances process a claim on defected items. (AQL is done on selected items.)

AQL Outgoing

  1. Within 24 hours supplier has to inform CTP by email including AQL Document and clear pictures of the defected.
  2. This email has to contain the following ;
  3. Define problem
  4. Suggestion
  5. Solution
  6. Action plan
  7. Supplier has to take immediate action in their process to prevent the defected in the future.
  8. CTP gives a final approval.

AQL Incoming

  1. Within 10 days CTP has to inform the Supplier by email including AQL Document and clear pictures of the defected.
  2. This email has to contain the following ;
  3. Suggestion
  4. Solution
  5. Within 24 hours Supplier has to inform CTP by email, this has to contain ;
  6. Define problem
  7. Action plan
  8. Supplier has to take immediate action in their process to prevent the defected in the future.
  9. CTP & Supplier reach an agreement for the defect.

General complaints

  1. CTP sends a complaint including documentation. (eg pictures, samples etc)
  2. Within 24 hours Supplier has to confirm receipt to CTP.
  3.  Within 3 days Supplier has to inform CTP by email, this has to contain ;
  4. Define problem
  5. Suggestion
  6. Solution
  7. Action plan
  8. CTP gives final approval.


15.      Guarantee

(a) Supplier guarantees that the goods to be delivered or the work to be carried out or the services to be provided and/or the work to be performed will be in accordance with the Agreement and these General Terms and Conditions of Purchase.

This guarantee in any event comprises the guarantee that:

(i)      the goods that have been/will be delivered are in compliance with the highest requirements that can be stipulated in accordance with the state of the art at the time at which they are manufactured, and the goods must also be manufactured using materials that are the most suitable for the purpose for which the goods are intended. Insofar as particular requirements have been stipulated in the Agreement or in the drawings or other information (such as standards) that CTP has provided, such requirements will have priority;

(ii)     parts or components that must be the same in accordance with the drawings or designs submitted by CTP must actually be interchangeable.

(iii)    the goods will be delivered complete and ready for use, and will be suitable;

(iv)    all the parts will be included in the delivery, including any parts that are not explicitly referred to in the Agreement but that are required for proper assembly.

(v)     the delivered goods will have the characteristics that have been promised;

(vi)    the delivered goods will be new and free of any defects and rights of third parties; 

(vii)   the delivered goods will be provided with and accompanied by any and all information;

(viii)   the delivered goods will be provided with and accompanied by any and all documentation requested by CTP, regardless of whether CTP has requested such documentation before, during or after the Agreement has been concluded;

(ix)    the delivered goods, a work, services and/or work activities will be suitable for the purpose for which the assignment or order (IKC) has been placed or for which the Agreement has been concluded;

(xi)    the execution of a work or the performance of services and/or work will take place in accordance with good professional standards and in accordance with the highest standards that can be stipulated on the basis of the state of the art at the time at which it takes place;

(xii)   a work, services and/or work activities performed will take place without interruption;  

16.      Confidentiality

(a) Supplier is obliged to observe a duty of strict confidentiality with respect to any and all information originating from CTP (including ideas, knowledge, information, procedures, materials, drawings, samples, prices, order statistics etc.) that come to its attention in the context of the Agreement (and the performance of the Agreement) and that CTP has designated as confidential or in respect of which Supplier reasonably can presume that its confidential in nature. Supplier will not disclose Confidential Information to persons who require the Confidential Information for the Agreement (and/or the performance of the Agreement). Unless it receives prior written permission to do so from CTP, Supplier will not disclose Confidential Information or any part of it to any person, firm, company or other entity, and Supplier will not use the Confidential Information or any part of it other than for the Agreement (and/or the performance of the Agreement)

17.      Dissolution

(a)     CTP will be entitled, at its choice, to suspend the performance of the Agreement in whole or in part or to dissolve the Agreement in whole or in part by means of a written statement, without any judicial intervention being required (and effective immediately), without CTP being obliged to pay any compensation, in the event that:

(i)      Supplier commits a breach in respect of its compliance with one or more of its obligations pursuant to the Agreement and/or these General Terms and Conditions of Purchase, or in the event that CTP is reasonably entitled to assume that Supplier will not comply with its obligations or will not do so properly and in a timely manner;
(ii)     Supplier applies for or is granted a suspension of payments, or in the event that Supplier is declared bankrupt;
(iii)    Supplier is placed in receivership or is subject to an administration order;
(iv)    Supplier’s business is sold or terminated;
(v)     Supplier’s permits that are required for the performance of the Agreement have been revoked; or

(vi)    an attachment is levied on a significant part of Supplier’s operating assets.


(b) Any and all claims that CTP has or acquires in the cases referred to in subsection (a) of this Article (17) will be immediately due and payable in full.

(c) CTP will be entitled to suspend and/or terminate the performance of the Agreement in whole or in part at its convenience if exceptional economic circumstances cause it to do so. In such case Supplier will be indemnified for its justifiable, unavoidable and documented costs incurred as a direct result of such suspension and/or termination.

18.    Amendments to the General Terms and Conditions of Purchase

(a)CTP is entitled to amend or supplement the Agreement or these General Terms and Conditions of Purchase. Any amendments or supplements to these General Terms and Conditions of Purchase will enter into effect thirty (30) days after notice of them has been given in writing, or on a later date indicated in the notification.


19.    Applicable law and competent court


(a) The legal relationship between CTP and Supplier is governed exclusively by Dutch law, to the exclusion of the Vienna Sales Convention. (b) Any and all disputes between CTP and Supplier will be resolved by the competent court of Breda , the Netherlands, unless the Agreement provides otherwise.